On
May 29, 2012, Citizens Holding Company issued a press release announcing the declaration of a cash dividend of $.22 per share of common stock for the second quarter of 2012. This press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 99.1 Press Release dated May 29, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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